Cosmic Spider
by levelxtremedude
Summary: When an explosion on the Helicarrier renders Spider-Man in a coma, he wakes up one year later to discover he has new powers at the tip of his fingertips. One problem he doesn't know how to control them and one member on the team will not be enough to show him how to use them well it's going to take a a team effort for him to get it right before it's too late.
1. Prologue

**Prologue **

Greetings, I am Madame Web, most of you know me by my real name Cassandra Webb, and if not you should know me through various adventures and encounters with Peter Parker otherwise known as the Amazing Spider-Man.

I saw him when that spider bit him at the age of 15, he may think it was accident but I know that spider chose him for a reason. Though he now humbles himself with these gifts, he has learned a valuable lesson; 'With great power must also come great responsibility' a lesson that reminds every day on what he is fighting for constantly. On many accounts I have guided young Peter throughout his career as Spider-Man eventually he manages to become part of Earth Mightiest Heroes Avengers Team.

These heroes that call themselves Avengers proved themselves worthy time and time again why they are the mightiest on earth by repelling the world eater Galactus, defeating the an alien invasion of the Skrull, more times than anyone could count. But one day will Earths heroes will be tested like never before. I see the future now…bonds will be broken, friendships will be tested, and love will fail most….

Yet my particular vision has settled upon The Amazing Spider-Man I've seen the tale of this young hero starts with a tragic events that has happened in his young life, the loss of his uncle, the loss of his first love Gwen Stacy and her father, the brokenness of a friendship between him and the son of Norman Osborn Harry.

Yes this young man has faced it all, even faced death itself. Now I ask you this question as I peer into an alternate future What if? What if New York Amazing Spider-Man was granted power behind his wild imagination? What if during an attack on the Helicarrier Spider-Man was granted the Uni-Power during the attack from the lab explosion? How would this affect the Avengers and the people he holds closest to?

**LXD: Welcome all to the first Avengers fan fiction, this idea was swimming around in my head so I wanted to write about it after reading a couple of Avengers fan fiction between the two. In case your wondering who I'm talking about it is Spider-Man and Ms. Marvel. How this for a prologue? A slight change in the prologue I used the other one as a stepping stone to help me write this one. Any way comment, rate, subscribe, and I'll see you next chapter**


	2. The Accident

**Disclaimer: Spider-Man and other marvel related characters belong to Marvel Entertainment or should I say it belongs to Disney **

* * *

><p><span>Chapter 1: The Accident<span>

2300 hours North Atlantic airspace 30,000 feet in the air

Through the night echoed explosions and gunfire of planes that attacked the Helicarrier, an aircraft carrier specifically designed to be itself to be capable of independent powered flight in addition to the standard functions of aircraft carriers, it is the world headquarters and signature capital ship of the extra-governmental intelligence/defense agency known S.H.I.E.L.D. Built by Stark Industries and designed by the brilliant minds of Tony Stark, Dr. Reed Richards, and former X-Man Forge it houses wings of fighters and other aircraft, the Helicarrier bristles with advanced weaponry, including an intercontinental ballistic missile.

Now the air craft brewed smoke as it ascended into the night air with explosions covering the mighty fleet from the end of the hangar to the some of the engines that was keeping it afloat in the air.

"What the hell is going on here!? WHERE'S OUR AIR SUPPORT?!" The voice that rang in the command center of the Helicarrier was none over than Nick Fury the director of S.H.I.E.L.D. Fury was always a cautious man never trusting anyone but himself. He usually was prepared for anything and anyone but today this sudden attack on the Helicarrier had caught him off guard, "Get those forward guns going online agent! I want those son of bitches blasted out of our air space!"

"Right away sir!"

A blast from the outside rocked the command center as dust and debris fell a little, he turned his attention quickly to the repair crew as he saw on the screen in front of him that power was failing the craft, "Why aren't those rear batteries kicking in yet? Somebody get General Wilson on the HORN ON THE DOUBLE!"

"Director Fury!"

"WHAT!" He bellowed as he turned to be face to face with his right hand man Agent Coulson.

"We're receiving a transmission from unidentified personal."

The African American man blinked for a second, "Patch it through."

Suddenly the screen popped out of nowhere changing to a familiar Titanium Armored man with a green hood cover the top of his head of his helmet, "Colonel Fury…"

"Doom…" The man growled with loathe and rage, "I'll have your head for this attack on the base!"

The Doctor merely brushed off his threat, "As much as I love to hear of your feeble threats Colonel, I demand that you surrender the ship or face the wrath of DOOM." The last sentence was with more emphasis as he clutched his armored hand tightly showing he meant business.

"Not on my watch and not ever!" He said pointing an accusing finger at the ruler of Latveria

"Then perish along with the rest of your base Fury." With that the screen faded, all eyes were on the director watching what he was going to do now.

He looked around him, "What the hell are you idiots looking at! Get the Avengers on the line, NOW!"

* * *

><p><span>New York City Avengers Mansion<span>

Located at 721 Fifth Avenue, this three-story townhouse was originally built in 1932 by industrialist Howard Stark the father of the invincible Iron-Man as his Manhattan residence. It was eventually donated by Tony Stark, through the charitable Maria Stark Foundation. The mansion served as the longtime base of Earth's Mightiest Heroes, providing them housing, training, and medical facilities for Avengers members as well as storing Quinjets and other equipment.

Right at this moment the ones at the mansion right for monitor duty or just wanting to stay at the mansion just for the sake of staying, take for example Logan aka the Wolverine sat in the kitchen with a bottle of beer in hand chugging it down like water, meanwhile not too far from him in the other room was a couple of heroes gathered around a small table playing cards on a rare night of relaxation.

The heroes decided that since very little was going on tonight they decided to play a nice friendly card game of go fish.

"Thor do you have any three's?"

"Thou has to go fishing my friend Rogers."

"Very well…"

"Human-Spider doeth have any Jacks?"

"For the last time Thor its Spider-Man not human spider, Spider-Man say it with me Spider….Man…" He groaned, "Come it's not hard to remember and for the record no I don't, go fish."

"I knowneth thou art cheating somehow and son of Odin shall vanquish thy lie human spider."

Spider-Man banged his head on the table that he, The Mighty Thor, Steve Rogers aka Captain America the first Avenger, and Wolverine who decided to join them but not play were occupying.

"Somebody please put me out of my misery right now."

**SNKT **

Spidey jumped at the sound of Logan's claws extracting from his hands, "I don't mean from you Wolverine!" The older man chuckled darkly

"Next bub, don't offer."

"Okay, Okay, Okay, let's keep this a nice friendly clean game." The unmasked Captain chimed in

"Hey Wolvie why don't join us since you don't have anything to do." The unmasked Spider-Man looked at his fellow Avenger who stared right back him, "It'll be fun…"

"You know the reason why I stopped playing cards games." He took a chug at his beer, "Yer damn cheating somehow with that annoying spider-sense of yers and I lost around 200 bucks. I don't know how you do it web-head, yer the only one who has the highest winning streak in a card game I've ever seen especially in poker on hero's poker night and especially that one night with the King Pin."

Steve groaned at the memory, every single super hero had lost a lot of money to Peter Parker during that one night yet none were sorer than the King Pin who had lost about $60,000. Peter did split the money between himself and his fellow heroes as a sign of good sportsmanship. Incredibly though they were still a little sore about it even it if it did happen last year.

Before the Amazing Spider-Man could reply the alarm had begun to sound loudly, the sound of running feet can screeching to a halt as Ms. Marvel came in the lounge to the base of the door.

"Captain we trouble, U.N.N Alpha has just reported in that they immediate assistance. The Helicarrier is under attack!"

"Carol hold down the fort and get any other available Avenger you can to be on standby!" She nodded leaving the same way she came running from Captain America turned to his fellow Avengers, "Thor can you-"

"Aye" Extending out his hand the god of thunder and lightning waited for his hammer Mjolnir to come to his aid, it took a few seconds for his hammer to reach nonetheless they disappeared within a flash of lightning.

Moments later they arrived on the Helicarrier which was nearly falling apart immediately Captain America hooded up and began to command his fellow Avengers that were with him, "Thor see what you can do about those gunship!" He nodded flying into the air, he turned his attention the web-slinger, "Spider-Man see if you can lead them to the stern!"

"Sure thing!"

Spider-Man leapt into the air clinging onto one of bases on the Helicarrier while he did he was shot at by flying looking Ultron robots, "I love being target practice…sheesh" The fly hovercraft flew allowing Spider-Man to use a web line on it, "Whoohoo! Best ride ever!"

The Captain shook his head sometimes that boy could really be immature when he wanted to, "Wolverine-"

The X-Man held up his hand, "Stow boy scout! I don't take orders from you."

He smirked, "Never have never will huh Logan?"

"You know me Steve." He smirked before running towards the edge of the Helicarrier jumping off while unsheathing his metals. The unsuspecting hovercraft that flew underneath of that section was greeted with the feral Wolverine as he hacked away the robots. Another robot fired at him as he dodged it then proceeded to cut its arm off finally impaling it in the face with his claws kicking off the hover craft. Another shot rang out as the finally robot was lounged at by Wolverine.

Thor flew high into the night sky crashing into a gunship that was attacking the Helicarrier, it exploded on contact. He hovered in the way of several gunships putting himself in between them and the Helicarrier, there was quite of few them in the area. Not wasting time lightning struck in the area as he lifted Mjolnir into the sky, the night air danced with lightning as the god of thunder and lightning thrust his hammer at the gunships.

The gunship destruction was a total of five, satisfied with his work he turned to face others when a blast came from behind.

"Soulless machine! How dare ye strike the Son of Odin!" With lightning charged in his hammer he destroyed the hovercraft along with its robots.

Spider-Man witnessed from down below the explosion on a wing a hovercraft, "Show off…"

Flipping over the edge of the wing he was right behind the mechanical driver, "Excuse me, is this the ferry to Stanton Island or must I look for another?"

The robot that looked like Doom tried to punch Spider-Man, he dodged the attack jumping into the air sending a glob of web towards it face. It struggled to take it off, Spidey lands in between two other robots spinning two web line then he leaps into the air smashing the two together. He grabs the two mechanical being smashing them even further, then he tossed one into the driver.

"All in a day's work for your-" He turns around to be met with an incoming wall of the Helicarrier, "Uh oh…"

He leaps off the craft somersaulting over the edge landing to where Captain America is fighting more of the robots.

"Hey Cap need a-Whoa!"

The Captain throws his shields at oncoming robot descending upon Spider-Man slicing its head off, it ricochets off of the beam of the balcony coming back directly towards him in time to defend himself from an attacking robot another came at him. He managed to kick one and the other he thrown to the floor chopping his head off with his Shield.

"Could use some help…um…"

He arose from his fallen opponent placing his iconic shield back into place, "Thanks for the offer son but as you can see I have everything under-"

Maniacal laughter was heard as a flaming craft came crashing down unto the Helicarrier guns, both Captain America and Spider-Man witnessed this. Spider-Man was a bit unnerved, "That guy scares sometimes."

"You'll get used it." Replied the Captain as he went to meet Wolverine.

Logan came out of the burning rubble cracking his upper body and neck from all the hacking and slicing he was doing at the robots. He was met with Spider-Man, Thor and Captain America staring at him in bewilderedly.

"What the hell are you girls looking at?"

There was a moment of silence before Captain America broke the ice, "Is the Air Space clear Thor?"

"Aye, there wasn't one that escaped my sight."

"Good, as long the airspace around the Helicarrier is cleared it should be smooth sailing from here on to the bridge deck also check for hurt civilians and those walking tin cans."

The moment didn't last a new air craft flew overhead, filled with more Doom bots.

"Great anyone know the number for a junkyard who will be interested in scrap metal? Anyone?"

"Now's not the time for jokes web-head so get with the program before I gut you alive!"

"Take it easy Wolvie can't take a joke just trying to lighten up the mood is all." He held his hands up in mock surrender, "Besides I'll handle those bucket for brains."

Cap grabbed him by the shoulder, "Where do you think you're going solider? I didn't order you to go after them did I now?"

"Relax Cap it's me we're talking about."

"That's what I'm afraid of Spider-Man, you usually jump into situations head first before anything else without any care in the world of your well-being."

"Let him go Steve the kids an adult so let make his own choices and let him learn the hard that this ain't a joke."

"Negative we stick together." He replied to his World War II comrade, "Spider-Man…what the HEY!"

The moment he turned his back on him he was long gone chasing after that helicopter, "I'll be back before you know it just make sure you say hi to Fury for me!"

"Stubborn boy…" Steve massaged his temples, "Alright than the three us will have to cover each others back since our main man went AWOL. Remember keep your eyes peeled for trapped Shield operative and agents."

* * *

><p><span>20 Minutes Later<span>

After hacking, shield bashing and hammer throwing against the Doom Bots and rescuing people under debris they finally managed their way to the command bridge. There they were met with a nearly destroyed command bridge and Nick Fury helping with whatever fallen soldiers were down it wasn't a pretty sight to behold.

Shield Agents scattered trying to put the blaze out and helping their fallen comrades.

"Thanks for responding to the SOS quickly, a bit longer and the Helicarrier would have been destroyed along with other lives aboard." Fury said, he turned to the trio, "Where's your fourth man?"

"Webs says 'hello' and he decided to take on a couple Doom Bots alone heading in who know what direction." Logan chimed in

"I told him not go Fury but he insisted on stopping the threat at all cost."

"That idiot! Does he use that mind of his other than fill it up with cobwebs? How is a he an Avenger if he can't follow direct orders from his superiors?"

"Getting of the topic of Spider-Man what the situation here Colonel?" Asked Steve

"The Helicarrier was attacked by a super villain group known as the Masters of Evil. You won't believe on who is in charge of this group, it's none other than Doctor Doom himself."

"Well we figured that much after battle with all the Doom bots and if Doom really back than that can't be goods new either."

"My thoughts exactly." He replied

"Colonel if I may, what's the Helicarrier doing all the way out here in the middle of the Atlantic Ocean, aren't you far away from home base in New Mexico." Asked Rogers

"That's classified information Captain."

"But Sir…"

"I said it's not important Captain Rogers!"

Captain America held firm from the backlash he received, he wasn't about to push his luck any further. Wolverine on the other hand wasn't about to let this go he was about to talk back to Fury when Natalia Alianovna "Natasha" Romanova came over the speakers, "Colonel Fury we have a situation in the lower section of the science wing. The energy building up from the Tesseract energy and can blow at any given time. We have to evacuate the ship immediately if not we blow up with it."

"Alright start immediately!"

"Yes sir."

"Tesseract? What meaneth the fair Maiden Natasha? What art thou keeping in thy possession mortal?" Thor towered over the director of Shield his glare as steel as he looked at the African American man straight in the eye, "Thy work with the Tesseract if thou has is what is going to draw Loki to it and his allies. It is a signal to the all the Nine Realm that Midgard is ready for a higher form of war!"

"Higher form?" Shouted Fury, "You forced our hand when you landed 3 three years ago! We had to come up with some way that we could..."

An explosion rattled the Helicarrier to its core, now it descended at rapid pace into the ocean. Everyone who was everyone grabbed onto something bracing for impact, "Brace yourself this is going to be a bumpy ride!"

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><p><strong>LXD: I think I will stop it right here for now and pick this up some other time. I would like to say thanks to the reviewers and supporters who are following this story honestly it means a lot. Well its 2:15 AM I'm going to give my eyes a break. Comment, Rate, Subscribe…Till the next chapter <strong>

**By the way anyone else excited for Age of Ultron? **


	3. Waking up

**Disclaimer: Last time I will say this and you'll never see this again or will you? Spider-Man and other Marvel related characters belong to Marvel Entertainment**

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><p><span>Chapter 2: Waking up a year later<span>

Baxter Building August 20, 2014 One year later

'_My head…ugh…anyone catch the number of that train that hit me…' _His ears twitched at the expense of a sound

_Can't read my, can't read my  
>No he can't read my poker face<br>(She's got me like nobody)  
>Can't read my, can't read my<br>No he can't read my poker face  
>(She's got me like nobody)<em>

'_Great Lady Gaga or lady gag I'm so sick and tired of hearing this song though the music is very catchy I won't lie.'_

_P-p-p-poker face, p-p-poker face  
>(Mum mum mum mah)<br>P-p-p-poker face, p-p-poker face  
>(Mum mum mum mah)<em>

"Jonathan Lowell Spencer Storm turn off that racket or I swear I will throw that annoying I-device in the trash where it belongs!" The voice belonged to none other than Susan Richards one of the members of the Fantastic Four as well as wife to none other than the leader to Reed Richards

"Come on Sue you don't see me complaining when you have your music on especially when you have karaoke night, why can't I have my besides Peter likes this song."

"First of all, you give complain about every single thing and how do you even know that Peter likes this song?"

"I saw his Facebook status, said that the music was catchy." Johnny sang along with the music, Sue massaged her forehead from an oncoming headache that was about to take place that was the case until a certain brown-haired superhero out of costume woke up.

"Oh my…" Gasped Susan from a behind a glass window

"Where am I?" Peter mused

Johnny raced towards his best friend as Susan pressed the button of the intercom system, "Reed get down to the lab now, Peter just woke up!"

With that she ran towards where her brother was and handed a Peter a urination cup, "Peter I need you to urinate in this!"

"Sue now is the time to for that, he just woke up!" Johnny said slapping that thing away, "Pete how do you feel?"

"Johnny, I…"

"Are you okay? Do you feel any different because you look different?" the Blonde haired woman took a flash-pen shone it at his eyes, "Pupils dilate normally."

"Look Susan I feel…"

He was interrupted by Johnny once again, "Dude do you know how long you were out?"

"Johnny save it and wait for when Reed gets here, he'll explain the situation once he gets here." Susan stated checking Peter pulse.

"Uh Guys?"

"He needs to know!" The younger Storm said

"Wait for Reed!" His sister countered

"Guys?" Again he was ignored by the bickering of the two siblings and he was getting very fed up it with. _'It's_ _bad enough that I get ranted about by Jolly Jonah but here? I don't think so, I need to know what happened to me and how long was I out for.'_

"GUYS!" The Storm siblings shut their mouths as they turned their attention towards the city hero, "What the heck is going on here? You act like I just died or something."

Before the two opened their mouths to talk Reed cutting them off from speech, "That's the thing is Peter you did die a couple of times on us."

All six pairs of eyes turned to the leader of the Fantastic Four as he walked in with his white lab coat on his unstable molecule F4 suit, "Welcome back to the land of the living Mr. Parker. You had us worried that you did my boy, that you did."

"Umm…should I be worried or should I call a doctor oh wait you already here." Peter chuckled, Reed raised a brow not amused at all, "And seriously how long was I out for?"

"One year."

Peter blinked, then he started to laugh hysterically, "That's a good one…stretch…You're pulling my leg Reed…seriously…"

Reed gave him a look, Peter completely went frigid, "Y-you're not joking are you?" Reed continued to stare with a complete seriousness written in his face.

Peter swallowed, placing his head in between his hands if he was out for a whole year what had happened to Aunt May? Was she worried? Did anyone let her know? What did he miss when he was out? What about his job?

As if Reed read his mind, "This is going to be a tough pill to swallow but Nick Fury told your Aunt the truth the whole truth, your aunt knows who you are Peter. She says that she already suspected but just couldn't believe it."

Peter's eyes went wide, he was going to freak out when he saw the gleam in Reeds eyes, "You…ass…you lied…"

"Oh snap! Reed just pulled dark humor on Peter! The world is ending soon!" Johnny laughed patting his best friend on the back, "Man Pete you should've seen the look on your face…priceless!"

"Can it match sticks before I goop your hair in web fluid!"

"You forget web head I'm web-proof! I can easily get of any sticky situation that you can throw at me so I dare you to throw that sticky substance at me come on I'm waiting for it!"

"That what she said." Came the reply

Johnny mouth hung wide open before turning it into a slight smirk. Peter had a smug look on his face knowing that anything else the younger Storm had to say further will earn him a smack from his older sister. The other Storm sibling rolled her eyes, _'Sometimes'_ she thought, _'Those two are so immature…'_

"Well played Parker, well played…" In the back of his mind he vowed to get him back for that. Right now Reed broke the two from further dirty comments focusing the attention back to him.

"If you two are done being dirty minded I would like to explain the situation here. Look Peter the reality is while you were in a coma S.H.I.E.L.D managed to make a duplicate of you…"

Reed explained that S.H.I.E.L.D had come up with a robot that would not only do Peter normal job as a photographer but his normal life routine as well so the brains of the FF told him that the higher ups had to have a DNA sample via blood to inject into the robot duplicate created by the Vision by request of S.H.I.E.L.D.

Peter questioned who was protecting the streets of New York besides the street levels heroes such as Iron fist, Luke Cage, Daredevil etc. for they could do so much.

The response Kaine was called from Texas to take over temporary as he recovered, Peter nodded at this. He was glad to hear that his brother had taken the time out of his life down in Houston to come up and help his city. He'll have to find of a way to show the appreciation for this favor that Kaine was doing.

"So I guess that's about it in what I have to tell you, so any more questions you have in mind Mr. Parker or would that be all you like to know?" Reed stated

"Well no but…actually yes I have two where my costume and what happen to the team that I was on the mission?"

Reed bit his lips, "If you turn your attention to the left the second containment unit on the right next to the power amplifier you find your costume has well…um…significate changes to it Peter so I warning you now what you see will leave you speechless and don't ask why I it quarantine either."

"What?" Peter looked to his left and his eyes popped out of his socket, "What the heck is that?"

"Your costume."

Peter couldn't believe his eyes when he saw it, there staring back at him as he was helped to be placed in front the container which had a transparency cover allowing him to see was a not his suit but a white, navy blue with white dots that were connected with each other that extended from the torso to the arms, it also looked like it had a universe in it, spandex suit.

"I ran some test and everything was negative on your suit…it…just simply changed however I obviously did run some test on you and boy let me tell you the energy radiating off from you was enormous. You literally fried my computers Peter…"

"Umm I'm sorry?" Peter was still dumbfounded about his Spidey suit

"I don't know what's happening to you, you could be dying for all we know the only thing I know for certain is that your body is radiating cosmic energy."

Peter eyes snapped back to Reed, "You mean to tell me that I have power cosmic like Silver Surfer?"

"We don't know, that why I have to run test…"

"Stop right there!" Reed was taken aback from his friend's outburst, "If you think I'm going to be a science guinea pig again you Mister Fantastic are sadly mistaken! I refuse to be cope up in a laboratory any further than I needed to be, you have my thanks for taken care of me over the year but test as in science experimentation I will not do, I've been cloned a bunch of times and look how that turned out."

"Peter please listen to reason…"

"Not happening!" Peter suddenly got up like nothing was wrong with him which was clearly the case, "Thank you all of you for taking care of me but I need to go save a city and that poor damsel in distress, so if you don't mind I definitely like to change, please."

"Peter we don't know what's going to happen please, I strongly recommend as a friend that you stay." Reed pleaded

"Reed thank you but no."

"Alright don't say I didn't warn you Spidey." Reed sighed signaling to the other two to go

"Reed whatever happens I'll take care of it."

"Alright, good luck Spidey, you're going to need it." With that Reed left the young man alone to change into his costume if that's what you wanted to call it. After a few moments Peter said his goodbye to his friends he left. Reed stood out the window watching the web-slinger swinging in distance as his figure got smaller.

"You think it was a good idea to let him go?" Susan asked coming up to him while placing a hand on her husband chest leaning her head on his shoulder.

"He stubborn at times I admit but I can't force him Sue." Reed pulled his wife closer to him by the waist, "He'll need to learn that this is not a joke and when he realizes that it isn't, well we'll try to help him as best we can."

"Hmm…"

Then Reed remembered something after a few moments of silence, "Shoot!"

"What! What is it Reed?"

"I've forgotten to tell Peter the condition of Team he was with a Year ago."

Sue looked at him blankly, she couldn't believe what she was hearing, "You forgot? Johnny was right the world must be ending if you forgot."

Susan laughed as her husband sent her a glare, "Very funny."

* * *

><p><span>Meanwhile swinging across the city<span>

'_I know Reed means well but being stuck in a lab isn't my idea of fun.' _Peter shuddered at the thoughts at the times he has been used especially during the clone wars as he dubbed it, _'Like I told him whatever happens I'll deal with it besides there isn't anything that hasn't stopped me before right? Ugh, what am I thinking? I should've stayed at least to…'_

His thoughts were interrupted by the sounds of police sirens, "Ah music to my ears time to do that hero thing Spidey!"

Peter didn't know what happened next because he could have sworn he heard clearly the transmission from the air, _"Attention all units, Attention all units, we got a bank robbery on going on 33 Liberty Street down in Manhattan be on the look for Rhino he's on rampage, proceed with extreme caution."_

"Rhino eh? Now how is the jolly giant these days? It'll be like a reunion." Peter chuckled, "Rhino watch yourself The Amazing Spider-Man is back in town!"

* * *

><p><strong>LXD: Happy New Year too all you readers, I know I suck at leaving with only a prologue and the first chapter, it's a short chapter I know but hey life comes first so I apologize for delaying to get this up and loaded. Well Peter woke up from his long nap and is slowly but surely developing his cosmic powers this is only a small taste of what's to come in future chapters, so hopefully it was worth the wait. Anyway stayed tuned to find out what happens next, comment, rate, subscribe, till then…<strong>

**P.s.: Person gets a cookie on the reference I just made **


	4. Spider-Man vs Rhino?

**Disclaimer: Last time I will say this and you'll see this again or will you? Spider-Man and other Marvel related characters belong to Marvel Entertainment**

* * *

><p><span>Chapter 3: Spidey vs Rhino?<span>

Previously On Cosmic Spider

Peter didn't know what happened next because he could have sworn he heard clearly the transmission from the air, _"Attention all units, Attention all units, we got a bank robbery on going on 33 Liberty Street down in Manhattan be on the look for Rhino he's on rampage, proceed with extreme caution."_

"Rhino eh? Now how is the jolly giant these days? It'll be like a reunion." Peter chuckled, "Rhino watch yourself The Amazing Spider-Man is back in town!"

* * *

><p><span>33 Liberty Street Manhattan<span>

Rhino real name Aleksei Mikhailovich Sytsevich once a thug for the Russian Mafia, trying to grasp the dreams of easy money now encased in powerful armor permanently bonded to his form, was modeled after the hide of a rhinoceros, he uses his horn to smash away another SWAT van. The police quickly scatter as the oncoming projectile was towards them thus resulting in other police cars being trashed by the brute.

He laughed at their miserable attempt to capture him, "No good small fries!"

Bullets showered him however they had no effect on his armor as he charged at the officers, once again he uses his horn to smash away another cop vehicle to land on other vehicle instantly destroying it.

"I'm the Rhino and nothing can hurt me!" With brute strength he lifted another police as the law enforcements stood helplessly watching Rhino on his rampage, one unlucky law enforcer was caught in the shadow of the thrown object as the others scattered away from the car since he tripped on his own t

* * *

><p>wo feet.<p>

On the floor with hands over his head, the poor officer was waiting for his untimely death a few tense moments that felt like an eternity the officer opened his eyes scanning the area making sure he wasn't dead once he flipped over on his side he saw that the car was suspended in midair by ropes however the ropes were webs as he noted that were connected to different lampposts.

A thud was heard followed by a gruff voice, "Rhino stand down or face the wrath of the Sensational Scarlet Spider!" In the back of his mind was another thing, _'Peter really starting to rub off me…esh…'_

Rhino turned to face his oppressor, "Get lost you out of Towner this ain't your territory, and you ain't the bug I want to squash either but I will be delighted to squish the life out of ya if you even try to stop me."

"So you can form sentences Spider-Man usually says you have an IQ of spoon since you're a dumb animal!" Scarlet smirked from under the mask seeing Rhino irritation, "And since that idiot isn't in town you'll be dealing with me."

"DUMB ANIMAL! Why you little punk!" Rhino charged again, Scarlet Spider swung towards his adversary. Rhino delivered an uppercut in the air only to hit air, Scarlet dodged while spinning on his arms vertically before jumping off.

"Parties over here needle brain!" He taunted swinging away from the crowd of law enforcer, Rhino ran after him dropping the bag of money he had in his hands from the bank he had robbed. Scarlet Spider-Man swung to where there will be the least casualties thus leading him towards a less heavy populated area of Liberty Street so he hoped.

Rhino charged an ongoing truck instantly tipping it over causing a massive back up in traffic as he did he flipped over another car was the next unfortunate victim to caught in his rampage.

Rhino continued his pursuit saying, "You like being hunted freak!"

While swinging away Scarlet rolled his eyes, "Looks who talking at least I don't have a horn to tell other animals to get out of the way!"

"I maybe a freak but I least I'm not running away like a coward!" While running the Rhino spotted a fire hydrant, he kicked open to cool himself from overheating. Kaine had idea with the fire hydrant he caught it in webbing then soon swung around to be met with yet again with the Rhino about to ram him with his horn.

Kaine using his momentum of his swing flew towards armored skinned man, spun in midair along with the hydrant to meet his target head on the results; that Rhino was dazed for only a few moments allowing the Spider-Man from Texas to land a few blows, yet it proved futile as the amour skin Rhino had was impervious to physical assault.

'_How does Peter put up with these fools? It's absurd.' _Scarlet spider sense rang as a honk from truck was heard, leaping out of harm's way the truck stood no chance against Rhino as it was obliterated on impact. The Rhino finally out of his daze looked angered as he ripped the motor from under the hood of the truck.

The driver luckily got out in time before the assault on his truck with his own motor. Rhino finished it off with him slamming dunking the motor on the load, "Stupid truck making me lose spider poser."

Standing on a lamppost not too far away Scarlet Spider sighed face palming himself, "Above all the villains that had to rob a bank I end up with, I had to fight the stupidest of them all. If it were up to me I would definitely ended your life! So congratulations rhi-horn you took your frustration out on a defense truck how do you feel?"

His answer the motor being thrown at him while it missed him it hit the building behind him. Rubble fell to the unsuspecting mother and daughter walking under the debris, the Scarlet Spider cursed mentally as he slingshot towards them grabbing them both and leading them away towards safety.

Spider-sense flared again as Scarlet looked in time to see the charging human rhino coming at him full speed, with nowhere to go but up he jumped as high as he could wall crawling on the building the motor went through lamentably he did not make far as he would have like for part of the building structure collapsed along with him.

Rhino grabbed his ankle thrashing him around as a ragdoll on top of the bricks, Scarlet Spider grunted in pain though it was tolerable to a point when he was flung threw the air towards another part of that town towards an unsuspecting fitness center.

Crashing through the building startled a lot of people who were working out soon the building started shake some thought it was earthquake others looked at the outside the window to see a rhinoceros coming straight at them.

People yelled to get out of the way as the Rhino charged in the building, he grinned as he looked at a defeated spider walking towards him he kicked him over his back as his foot came to view with his face.

"Say nighty night bug boy."

In pain Kaine couldn't muster the strength to speak, Rhino enjoyed a few more seconds of gloating cost Rhino as a voice interfered, "Leave him alone Rhino because now you face the Amazing Spider-Man."

"Well aren't you a lucky one." Rhino turned to face the 'real' spider, "Well bug boy it's-what the? Who are you another poseur?"

Kaine lifted his head after some of the cobwebs cleared a bit his vision cleared to see who the person was that Rhino confronting whoever they were they were not the Spider-Man he knew, "G-great…another…clone…."

"Now that hurts Scarlet that hurts right here." Peter said feigning mock hurt, "Besides I've got to thank you for putting up with New York for a whole year."

"We'll discuss this later clone."

"I'm not a clone!"

"Yes you are."

"Am not!"

"Are to."

"Not."

"Yes you are."

Rhino could only look between the two spiders as they bickered back and forth.

"Am not!"

"Are to."

"Are not."

"Are to."

"Are not."

"You may sound like him, look like him but you aren't him." Scarlet said getting up dusting himself off while getting the kinks out of his stiff neck and back.

"We'll discuss this later."

"Agreed lets first take care of this big, tall and ugly." Spider-Man said, he got ready to slingshot his old adversary Rhino square in the chest.

"Won't do you any good small fry." Rhino charged the 'imposter' head on. Spidey flew at him with feet looking to do some damage apparently it wasn't quite what he was expecting really. One moment Rhino was charging at him the next he flew across the building into several other buildings leaving behind his figure imprinted on the wall.

"Take that Rhino…uh…Rhino?" Spidey got out of a somersault spin from launching at his foe, he looked around for the muscle brain buffoon. Scarlet Spider on the hand had to rub his optics twice making sure it wasn't a fluke.

"Are you sure that you are not an enhanced clone of him."

"For crying out I'm not a clone!"

"Hey web freak!" Rhino called out both Spider-Men had their attention to him, "You don't think I can take a hit."

* * *

><p><span>Stark Tower<span>

Stark Tower comprised of some of the most advanced technology in the world and is built with the nigh indestructible materials. Every wall both interior and exterior is made of Vibranium reinforced concrete, and the windows too are virtually indestructible.

Aside from lavish living quarters the Tower has technical labs, medical labs, an armory, state-of-the-art gym, Iron Man's 'Hall of Armor', and a Hanger bay which houses two of the latest Quinjets that he invented.

As right now since the accident of the Helicarrier last year, Stark tower was roaming around with S.H.I.E.L.D Agents serving them as a temporary headquarters for the time being as the greatest minds of the world repaired their damaged ship.

In his lab Tony Stark A.K.A The Invincible Iron Man was working on a newer version of his suit called the Mark 42 that is until his AI butler Jarvis interrupted him from his work.

"Sir you have an incoming call."

"Put it on hold Jarvis and tell whoever it is that I'm not here and instead I took a vacation to the Bahamas."

"Sir the call is from Susan Richards of the Fantastic Four he says it urgent."

Silence why would Susan contact him? If she contacting him than that means something terrible is going on within the Fantastic Four.

"Patch it through…" Moments later Tony heard a familiar hello, "Sue how are you this fine day? Is everything alright or do we have to prepare for another alien invasion? I hope isn't in serious trouble is he?"

"_No time to talk Tony turn on the TV right now you got to see this."_

"Is this about my donation to charity because I already said on interview I do those from the bottom of my heart."

"_No not that turn on the TV you won't believe who fighting Rhino as right now."_

"Rhino he isn't an Avenger matter isn't he one of Peter villains and is he not in a coma?" Sue persistently told the man to turn on the TV and look at himself, Tony did as he was told and was surprised on what he saw on the news, "Isn't that guy from Houston Rain, Cain whatever his name is?"

"_Yes but that not all look carefully at the man in white and navy blue spandex suit."_

"Never seen him before, who is he?" Tony took a sip of his coffee

"_That Peter he just woken up."_

Tony sprayed his coffee, "That's Peter! Good grief what did he do to his costume? It looks horrendous unlike yours truly of course…wait did you just say he just woke up?"

"_Yes…"_

"What in the hell is he think he's doing! You just don't wake up from a coma and start taking on super villains like that!"

"_We tried to stop him of course but he refused to stay to resume more test. His body generating cosmic energy and we don't know what it could do to him, Tony."_

Silence

"_Tony?"_

"I'll suit up…Jarvis get a hold of Carol Danvers with her ability to absorb energy I don't want to be walking into who knows what."

"Right away sir."

* * *

><p><span>Back with Spider-Man and Scarlet Spider-Man<span>

Rhino charged them again both men dodged the oncoming attack, Rhino looked both ways growling in anger at the two web heads. He ripped a lamppost hurling it at an unsuspecting Scarlet Spider-Man.

"Look out!"

The warning came too late and though Spider-sense did ring out it Kaine leapt over it yet it caught him by the foot thus causing him to lose his momentum to dodge the object landing on his back. Rhino charged at him again however as Kaine spun a web to get out of the way Peter came out of nowhere to his brother's defense

CRACK

Peter launched the Rhino as he came into the air way out view as he screamed for his mother.

"Whoops guess I don't know my own strength, I'll get him later." He turned helped Kaine to his feet, "That could have been messy."

"You have some explanation to do clone."

"I'm not a clone! What's it going to take for me to get that through your thick head?" Both spiders disappeared to chat more in private as police assed the damage. Once at a safe distant out the sight of the public view both men took of their mask.

"So you finally woken up eh?"

"Well I'm here right now aren't I brother?"

"Hmph they told me that you were in a coma I didn't believe them until I saw it with my very own eyes." He walked around Peter, "You looked like crap when I first saw, and I mean literally you had scars and bruises, open wounds, chemical burns you were a mess…" A pregnant pause ensued, "Though it is good to have you back."

He placed a hand on his brother shoulder Kaine was the one for emotional reunions moreover this as close as he would get when getting emotional despite his past deeds he has done.

"Good to be back." Peter smiled

"So how…were things…a-around…" Peter had to take a step back placing both hands to his ears, "Make it STOP!"

Kaine was on full alert now putting his mask on, "What's going on?"

"Stop the voices…" Peter said, already he was on the ground panting like a madman

"Voices, what voices? I don't hear anything."

Though Kaine couldn't hear anything at all with the exception of cars and horns honking down below, Peter heard everything coming from all around the world, cars, voices of people, planes birds, etc. Not only had he seen the galaxies from afar he saw everything as well even to the subatomic atom.

Foaming at the mouth Peter fell with a thud to the ground, the last thing he saw before blacking out was a very concern Scarlet Spider, and the arrival of Iron Man and Ms. Marvel.

* * *

><p><span>Meanwhile with Rhino<span>

"Ugh my head..." Rhino sat from the crater he was in, "What hit me?"

As he shook the cobwebs out of his head he climbed out of his crater that was filling with water, surveying his surroundings everything was surrounded by a large body of water as far as I the eye could see. He saw that he was not alone on the beach he was standing on, tourist were taking pictures of the rather large man in a Rhino suit.

Others backed away from him just in case he was dangerous. Others called the police as soon as he was recognized.

"And if you look to you left you will a very larger crater and next to it a a man in rhinoceros suit." A tour voice said through a speaker, "Our next and final stop Kona Luaus, we like to thank you for traveling with Honolulu transport and we also like you to come back to visit our most beautiful tropical island of Hawaii, Aloha."

Rhino couldn't believe it even if he heard it, "How in the hell did I end up in Hawaii?"

* * *

><p><strong>LXD: Well I'll stop it there for now so Peter's powers have developed yet again and like I said we are not even at tip of the iceberg yet. Chapter 3 for you and my hope is that you enjoyed this reading thus far. Comment, rate, subscribe…till the next chapter.<strong>


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